LearnHub Service Agreement

("LearnHub") and any person or other legal entity, and in the case of persons under the age of majority, their parent or legal guardian, ("you", "your" and the "account holder") who wishes to use the LearnHub Educational Community Site (the "Site") and the service provided on the Site (the "Service"). This LearnHub service agreement ("Agreement" or "Terms of Use") consists of the following provisions, any terms and conditions incorporated by reference, and the information provided by you as part of the LearnHub sign-up process.

By correctly completing and indicating your agreement in the registration process, you enter into the Agreement. This Agreement is effective upon registration, and governs your use of the Service and the Site.

Persons under the age of 18 may use this Site and submit personal information to us only in conjunction with and under the supervision of their arents or guardians. The user of this Site by a person under the age of 18 constitutes the agreement of the parent or guardian to these Terms of Use.

If you are an individual entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement. If you do not agree with each provision of this Agreement, or you are not authorized to enter into this Agreement, or you do not have the legal capacity to enter into this Agreement, you may not enter into the Agreement or use the Service.

1. ACCEPTANCE OF TERMS

Welcome to the LearnHub Educational Community Site. Everyone who uses the Service - even on a trial basis - is subject to this Agreement. This Agreement is between you and LearnHub. You may not change, supplement or amend this Agreement in any manner. You must be at least 18 years old to use the Service. If you are under the age of 18, you can use this Service only in conjunction with, and under the supervision of your parents or guardians. It is your sole responsibility to determine whether your use of the Service is lawful, and you must comply with all applicable laws in using the Service.

LearnHub may unilaterally amend or supplement this Agreement from time to time on notice as permitted in the manner described in this Agreement, and your continued use of the Service shall constitute your acceptance of such amendments. If required by law, LearnHub will notify you at the email address you provide to us on registration and give you prior notice of such amendments and the opportunity to terminate this Agreement if you do not agree with such amendments.

2. DESCRIPTION OF SERVICE

The Service consists of the provision by LearnHub to you of access to the LearnHub Educational Community Site, which provides tools to you that will enable you to view online content (in the form of text, images, video, flash), take online tests, play online games, connect with other members, participate in online discussions, create online communities pertaining to specific topics, create lessons (comprised of text, images, video, flash), create tests, create and administer online educational course(s), create and administer synchronous online tutoring, offer courses and online tutoring services for sale via, and purchase goods and services offered by parties other than LearnHub ("Third Parties") in, an online marketplace. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to the terms and conditions of this Agreement. The Service may not be used for any purpose not expressly permitted by this Agreement. You may not reproduce, copy, duplicate, sell or resell any part of the Service.

3. REGISTRATION

You agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to LearnHub, to keep it accurate, current and complete; and (d) be responsible for all use of your account and for any actions that take place using your account. If you provide any information that is untrue, inaccurate, not current or incomplete, or LearnHub has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, LearnHub has the right to suspend or terminate your account and refuse any and all current or future use of the Service.

You are responsible for all activity occurring on your account and shall abide by all applicable local, provincial, federal and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy. You agree to immediately notify LearnHub of any unauthorized uses of the account or any other breaches of security. LearnHub cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

All user names and passwords remain the property of LearnHub and may be cancelled, changed or suspended at any time by LearnHub without notice. LearnHub is not under any obligation to verify the actual identity or authority of the user of any user name or password.

4. OWNERSHIP OF SITE CONTENT AND LIMITED LICENSE

All content on the Site and available through the Service, including but not limited to designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement (the "Site Content"), is the property of LearnHub, its users or its licensors, with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without LearnHub's prior written permission, except that (i) the foregoing does not apply to your own User Content (as defined below) that you legally post on the Site, and (ii) any Site Content provided by Third Parties for sale or license through the Site ("Third Party Content") is subject to the terms and conditions established by those Third Parties from time to time, as described on the Site ("Third Party License Terms").

Provided that you are eligible for use of the Site, you are granted, solely for your personal, non-commercial use, a limited license to access and use, and to download or print a copy of, any portion of the Site Content, other than Third Party Content, to which you have properly gained access, provided that you keep all copyright or other proprietary notices intact. Such license is subject to these Terms of Use and does not include use of any data mining, robots or similar data gathering or extraction methods.

Your rights to use Third Party Content are as described in the applicable Third Party License Terms.

Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of LearnHub or the applicable Third Party, as the case may be, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.

5. TRADEMARKS

LearnHub, Savvica and other LearnHub graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of LearnHub. Trademarks and trade dress used by Third Parties in association with the sale or license of their goods or services on the Site are the property of the respective owner.

Such trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the respective owner.

6. CONTENT AND CONDUCT RULES AND OBLIGATIONS

You are solely responsible for the photos, profiles, messages, notes, text, information, music, video, advertisements, listings, and other content that you upload, publish or display (hereinafter, "post") on or through the Service or the Site, or transmit to or share with other users of the Service or the Site, including Third Party Content (collectively the "User Content"). You may not post, transmit, or share on the Site or Service User Content that you did not create or that you do not have permission to post. You understand and agree that LearnHub may, but is not obligated to, review the Site and may delete or remove (without notice) any Site Content in its sole discretion, for any reason or no reason, including without limitation User Content that, in each case in the sole judgment of LearnHub, violates this Agreement, might be offensive, illegal, or might violate the rights, harm, or threaten the safety of users or others. Under no circumstances will LearnHub be liable in any way for any User Content, including, but not limited to, for any errors or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the use of any User Content posted, transmitted or otherwise made available via the Service.

impersonate any person or entity, including, but not limited to, a LearnHub official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Service;

upload, post or otherwise transmit any User Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

upload, post or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party;

upload, post, or transmit unsolicited commercial email or "spam". This includes unethical marketing, advertising, or any other practice that is in any way connected with "spam", such as (i) sending mass email to recipients who haven't requested email from you or with a fake return address, (ii) promoting a site with inappropriate links, titles, descriptions, or (iii) promoting your site by posting multiple submissions in public forums that are identical;

upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

intentionally or unintentionally violate any applicable local, state, national or international law;

"stalk" or otherwise harass another;

promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals;

offer for sale, sell or otherwise make available through the Service any User Content (i) that violates any federal, provincial, foreign or local law or regulation, (ii) for which you do not have full power and authority to distribute, including all necessary licenses and authorizations, or (iii) that LearnHub determines, in its sole discretion, is inappropriate for distribution through the Service; or

exceed the scope of the Service that you have signed up for; by, for example, accessing and using the tools that you do not have a right to use, or deleting, adding to, or otherwise changing the comments or content of other persons.

You understand that by using the Service, you may be exposed to Site Content that you consider to be offensive, indecent or objectionable. You acknowledge that LearnHub does not pre-screen User Content. You agree that you must evaluate, and bear all risks associated with, the use of any Site Content, including any reliance on the accuracy, completeness, or usefulness of Site Content.

You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to LearnHub. When you post User Content to the Site, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Site.

7. LICENSE BY YOU OF CONTENT

By posting Third Party Content to the Site, you automatically grant, and you represent and warrant that you have the right to grant, to LearnHub a perpetual, non-exclusive, transferable, fully paid, worldwide license to use, copy, publicly perform, publicly display and distribute such Third Party Content on the Site to the extent necessary to promote such Third Party Content and support your licensing and distribution of it through the Site.

By posting User Content other than Third Party Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to LearnHub an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing.

You may remove your User Content from the Site at any time, except for comments you post on the Site and reviews you post on the Site of Site Content. If you need assistance, please contact us at the technical support contact information available on the Site. If you choose to remove User Content, the license granted by you to LearnHub in this Section will automatically expire with respect to the removed User Content, provided that LearnHub may retain a copy of your removed User Content for archival purposes only, and the license granted by you to LearnHub with respect to any User Content that remains on the Site will continue in perpetuity.

8. COMPLAINTS ABOUT USER CONTENT

LearnHub respects the intellectual property and other rights of others and these Terms of Use prohibit users from uploading, posting or otherwise transmitting on the Site or through the Service any materials that violate another party's intellectual property and other rights. LearnHub is not responsible for the conduct of its users, and has no responsibility or liability for User Content. When we receive properly documented complaints about User Content such complaints are forwarded to the applicable user for the user's action. LearnHub is not responsible for any user's action or inaction as a result of any such notification. If you believe that any material on the Site infringes upon your intellectual property or other rights you may notify us at the contact email address at the bottom of these Terms of Use.

9. LEARNHUB MARKETPLACE

-

LearnHub may from time to time offer goods and services through the Site, and may offer you or other Third Parties the ability to offer goods and services for sale to Third Parties through the Site. All transactions conducted in connection with this aspect of the Service are subject to and governed by such guidelines as LearnHub posts from time to time (the "Guidelines") as well as this Agreement. The Guidelines are subject to change without prior notice at any time, in LearnHub's sole discretion, so you should review the Guidelines each time you use this aspect of the Service.

You are solely responsible for your interactions with other users of the Service. Parties to transactions with Third Parties (a "Third Party Transaction") are solely responsible for all interactions with each other, for arranging for payment and the exchange of the goods or services purchased if applicable, and for the results and performance of any transaction or relationship entered into with Third Parties through the Service. You acknowledge that LearnHub, and its subsidiaries, affiliates, officers, directors, shareholders, agents, licensors, suppliers, co-branders or other partners, employees, successors and assigns (the "LearnHub Parties") are not responsible or liable for any action or inaction of any Third Party to a transaction, for any failure to perform, to pay any amounts due, or to deliver any merchandise or services as promised, or for any other aspect of a Third Party Transaction. The capability to conduct Third Party Transactions or otherwise deal with Third Parties through the Service is provided by LearnHub "as is" and any such transactions and dealings are at your own risk. You agree that you are solely responsible for establishing Third Party License Terms for any Third Party Content provided by you to the Site, and that LearnHub has no responsibility or liability for any breach by Third Parties of such Third Party License Terms, and that you are solely responsible therefor.

Any fees or payments collected by LearnHub applicable to any such transactions are set forth on the Site, and all terms and conditions applicable to such fees are set forth in this Agreement. However, please note that your purchases of products or services from Third Parties through the Service are subject to the terms of sale of those Third Parties, as those transactions are strictly between you and the other party to the transaction.

10. FEES

LearnHub may from time to time charge fees for the use of the Service. Our fees, if any, are available on the Site. Unless otherwise stated, all of our fees are quoted in Canadian dollars. You are responsible for paying all fees associated with the use of the Service through your account, and for all applicable taxes.

In addition, Third Parties including users may also charge fees for courses and tutor offerings, including Third Party Content, that they provide through the Service. The fees and prices charged by Third Parties are available in their listing in our marketplace. Certain taxes and government charges may be payable in relation to purchases you make from Third Parties through the Service. We accept no responsibility for such taxes and government charges. LearnHub is not involved in any transaction between you and such Third Parties, and as a result we have no control over the quality, safety or legality of the items or services advertised, the truth or accuracy of any descriptions, or the ability of sellers to sell or buyers to pay. All payments for fees and prices charged by Third Parties are collected using Paypal, or credit card if authorized by the seller. LearnHub has no liability to you for any such payments.

11. TERM AND TERMINATION

This Agreement commences when created and continues until terminated by either LearnHub or you. LearnHub reserves the right to refuse access to the Service to any person at any time for any reason, or for no reason. Termination of this Agreement does not terminate any agreement you enter into with a Third Party through the Site.

You may terminate the Service by giving at least 30 days written notice to LearnHub. You will be responsible for the fees applicable to your usage of the Site for those 30 days. If you cancel the Service, your cancellation will take effect at the end of those 30 days. After cancellation, you will no longer have access to your account and all information contained therein may be deleted.

LearnHub may terminate this Agreement and your account, delete your profile and any Site Content or information that you have posted on the Site or and/or prohibit you from using or accessing the Service or the Site (or any portion, aspect or feature of the Service or the Site) for any reason, or no reason, at any time in its sole discretion, with or without notice. LearnHub may also terminate this Agreement if you do not provide a valid credit card for the payment of fees hereunder. If your credit card is invalid or charges are declined, we will notify you and attempt to charge the card again in 72 hours. If your credit card is invalid or charges are declined again, we will notify you and you will have an additional 72 hours to provide us with a new credit card. If the replacement credit card is invalid or charges are declined, you access to the Service may be cancelled and all of your information deleted permanently.

When your account is terminated by us or by you, any comments you have posted on the Site and reviews of Site Content you have posted on the Site may in our discretion remain on the Site. Any other User Content that you have posted on the Site shall either be removed or shall stay on the Site as you and we agree. The license to your User Content that you grant to us in this Agreement will survive in perpetuity with respect to any of your User Content that remains on the Site after termination of your account.

When we are notified that a user has died, we will generally, but are not obligated to, keep the user's account active under a special memorialized status for a period of time determined by us to allow other users to post and view comments.

Upon termination of the Service, for whatever reason, Clauses (a) and (d), , , , , (d) and (f), , , and shall continue to apply following the termination.

12. LEARNHUB PRIVACY POLICY

Registration data and certain other information about you is subject to our Privacy Policy, the terms of which are incorporated into this Agreement by reference. The terms of our Privacy Policy may be found here. You represent and warrant to LearnHub that you have obtained all required consents with respect to any personal information (of any person) provided by you to LearnHub, and that LearnHub may use such personal information for the purposes of operating the Service.

13. TECHNICAL, CUSTOMER, AND SALES SUPPORT

Technical, customer, and sales support for LearnHub is only provided via email or other online means and is not provided in person or via phone.

14. INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data in which you reside.

15. LINKS

The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because LearnHub has no control over such sites and resources, you acknowledge and agree that LearnHub is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that LearnHub shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

16. INDEMNITY AND RELEASE

You agree to indemnify and hold harmless the LearnHub Parties from any liability, cost, expense, loss, claim or demand, (collectively, "Losses") including reasonable lawyers' fees, made by any third party due to or arising out of your User Content, your use of the Service, your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party in connection with the Site or the Service.

You agree to release the LearnHub Parties from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute you have with one or more of our users or any Third Party providing goods and services through the Service.

17. MODIFICATIONS TO SERVICE

LearnHub reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) or prices with or without notice. You agree that LearnHub shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

18. DISCLAIMERS

LearnHub is not responsible or liable in any manner for any User Content posted on the Site or in connection with the Service, whether posted or caused by users of the Site, by LearnHub, by third parties or by any of the equipment or programming associated with or utilized in the Site or the Service. Although we provide rules for user conduct and postings, we do not control and are not responsible for what users do, post, transmit or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content. LearnHub is not responsible for the conduct, whether online or offline, of any user of the Site or Service. The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons.

LearnHub assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications. LearnHub is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to a user's or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with the Service.

Under no circumstances will LearnHub be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone's use of the Site or the Service, any User Content posted on or through the Site, or any interactions between users of the Site, whether online or offline. You post User Content, including Third Party Content, on the Site at your own risk.

Your use of the Service is at your sole risk. The Service is provided on an "as is" and "as available" basis. LearnHub expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, performance and non-infringement, or of availability or results. LearnHub does not warrant that (i) the Service will meet your specific requirements, (ii) the Service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, and (v) any errors in the Service or any software will be corrected.

Any Site Content downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

No advice or information, whether oral or written, obtained through or from the Service shall create any warranty not expressly stated in the Agreement.

LearnHub reserves the right to change any and all Site Content, software and other items used or contained in the Site and any Services offered through the Site at any time without notice.

Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by LearnHub.

19. LIMITATION OF LIABILITY

In no event will the LearnHub Parties be liable to you or any third person for any indirect, consequential, exemplary, incidental, special, aggravated, exemplary or punitive damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses, and whether arising out of contract, tort, negligence (including strict liability), warranty, indemnity or otherwise, arising from your use of the Site or the Service, or any of the Site Content or other materials on, accessed through or downloaded from the Site or the Service, even if the LearnHub Parties are aware or have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, the LearnHub Parties' maximum aggregate liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to LearnHub for the Service during the term of your membership, but in no case will such liability to you exceed $1000. You acknowledge that if no fees are paid to LearnHub for the Service, you shall be limited to injunctive relief only, unless otherwise permitted by law, and shall not be entitled to damages of any kind from the LearnHub Parties, regardless of the cause of action.

20. GENERAL

You acknowledge that LearnHub may establish general practices and additional limits concerning use of the Service. Notices to you may be made via either email or website posting. The Service may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices to you generally on the Service. LearnHub respects the intellectual property rights of others you must do the same. You and LearnHub are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. The Agreement and the relationship between you and LearnHub shall be governed by and construed and interpreted in accordance with the laws of Ontario, Canada and the federal laws of Canada applicable therein. You agree to submit to the personal and exclusive jurisdiction of the courts located within Ontario, Canada. The failure of LearnHub to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. The Agreement, including the Privacy Policy, the information provided to you and by you during the sign-up process and during the upgrade/downgrade of your account, and any other documents that are incorporated into this Agreement by reference, constitutes the entire agreement between you and LearnHub and governs your use of the Service, superceding any prior agreements between you and LearnHub (including, but not limited to, any prior versions of the Agreement). You also may be subject to additional terms and conditions that may apply when you use other LearnHub services, or third-party content, software or services offered through the Service. If any provision of the Agreement or incorporated documents are found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in such provision, and the other provisions of the Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Agreement are for convenience only and have no legal or contractual effect. LearnHub shall not be responsible to you as a result of any delay or default in carrying out its obligations hereunder which is due in whole or in part to an event beyond of the control of LearnHub.